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Macfarlane Group PLC (MACF)

Macfarlane Group PLC

Offer Update
Macfarlane Group PLC
11 December 2000


                                PRESS RELEASE

  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,

             CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN

11 December 2000

                            FOR IMMEDIATE RELEASE


MACFARLANE GROUP INCREASED FINAL* CASH OFFER FOR BRITISH POLYTHENE INDUSTRIES
                                     PLC

                     Accept our Increased Final Offer now

Macfarlane urges all BPI shareholders to accept the Increased Final Cash Offer
of 310 pence per share now.

Macfarlane understands that the usual delays to postal services in the run up
to Christmas have been made worse by disruption to rail services and adverse
weather. The Royal Mail is advising its customers to post mail now to ensure
prompt delivery. Macfarlane therefore urges BPI shareholders wishing to accept
the Increased Final Cash Offer to send their Revised Forms of Acceptance
immediately.

To accept the Increased Final Cash Offer BPI shareholders should complete and
sign the Revised Form of Acceptance and return it immediately by post to
Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA or by hand
only to Lloyds TSB Registrars, Antholin House, 71 Queen Street, London EC4N
1SL.

To further assist BPI shareholders, Revised Forms of Acceptance may also be
delivered BY HAND ONLY to Lloyds TSB Registrars Scotland, 117 Dundas Street,
Edinburgh EH3 5WY to be received not later than 1.00 p.m. Friday, 15 December
2000.

If BPI shareholders require help with their Revised Form of Acceptance, they
should telephone Lloyds TSB Registrars on 0870 600 2027.

In deciding whether or not to accept Macfarlane's offer, Macfarlane asks BPI
shareholders to consider that:

1.   Macfarlane's Increased Final Cash Offer is 310 pence for every BPI share.
     This offer is conditional, amongst other things, on it being approved by
     more than 50 per cent. of the votes cast at Macfarlane's EGM on Monday, 18
     December 2000. As at 3.00 p.m. on Friday, 8 December 2000 of the proxy
     votes in respect of 20,201,185 Macfarlane shares received (which
     represents approximately 16 per cent. of the issued share capital of
     Macfarlane), approximately 99 per cent. were in favour of the acquisition
     of BPI.
2.   BPI is proposing to return capital to its shareholders through buying back
     30 per cent. of its issued share capital at 320 pence per share. This
     buyback returns cash equivalent to only 96 pence (Note 1) per share and
     requires the approval of 75 per cent. or more of the votes cast at an
     extraordinary general meeting of BPI expected to be held next year.
3.   On average, 70 per cent. of the current shareholding of BPI shareholders
     will remain in BPI shares after the buyback. Macfarlane urges you to
     consider carefully the likely value of these shares in a smaller company
     with less liquidity.
4.   Macfarlane is the largest single shareholder in BPI with 4,872,398 BPI
     shares representing 13.2 per cent. of the issued share capital of BPI.
     Macfarlane has also secured acceptances or irrevocable undertakings in
     relation to the Increased Final Offer (Note 2) over 4,219,155 shares
     representing 11.4 per cent. of the issued share capital of BPI. In total
     therefore Macfarlane owns or has secured acceptances or irrevocable
     undertakings of acceptance over 9,091,553 BPI shares representing 24.6 per
     cent. of the issued share capital of BPI.
*    Macfarlane reserves the right to revise and/or increase and/or extend the
     Increased Final Offer in the event of a competitive situation (as
     determined by the Panel) arising or otherwise with the consent of the
     Panel.
Note BPI buyback proposal in respect of all issued BPI shares on an average per
1    share basis (being 30 per cent. of 320 pence and assuming full take-up of
     the tender offer).
Note These irrevocable undertakings will cease to be binding if a competing
2    offer is made at 342 pence or above and Macfarlane does not increase its
     offer to a level equal to or above that of the competing offer within 7
     days of the competing offer having been made.



This announcement should be read in conjunction with the Original Offer
Document, the document sent to BPI shareholders on 2 November 2000, the
Increased Final Offer Document, the letter sent to BPI shareholders on 8
December 2000, and the Revised Form of Acceptance. Definitions contained in
these documents apply in this announcement save where the context requires
otherwise.



Enquiries:

Macfarlane Group PLC          0141 333 9666

Iain Duffin

Noble Grossart Limited        0131 226 7011

Sir Angus Grossart

Todd Nugent

HSBC                          020 7336 9000

John Hannaford

Bell Pottinger                020 7353 9203

David Rydell

Kate Power

Beattie Media                 01698 787878

Gordon Beattie

Copies of the Original Offer Document, the document sent to BPI shareholders
on 2 November 2000, the Increased Final Offer Document, the letter sent to BPI
shareholders on 8 December 2000, and the Revised Form of Acceptance are
available free of charge from Lloyds TSB Registrars, Antholin House, 71 Queen
Street, London EC4N 1SL (telephone 0870 600 2027).

The directors of Macfarlane (whose names are set out in paragraph 2 of part 7
of the Original Offer Document) accept responsibility for the information
contained in this announcement save that the only responsibility accepted by
them in respect of the information contained in this announcement relating to
BPI, which has been compiled from publicly available sources, has been to
ensure that such information has been correctly and fairly reproduced and
presented. Save as aforesaid, to the best of the knowledge and belief of the
directors of Macfarlane (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Noble Grossart Limited, which is regulated in the UK by The Securities and
Futures Authority Limited, is acting for Macfarlane and no one else in
connection with the Increased Final Offer, and will not be responsible to
anyone other than Macfarlane for providing the protections afforded to
customers of Noble Grossart, or for providing advice in relation to the
Increased Final Offer. The contents of this announcement have been approved by
Noble Grossart Limited for the purpose only of Section 57 of the Financial
Services Act 1986.



Data provided by FE fundinfo. Care has been taken to ensure that the information is correct, but FE fundinfo neither warrants, represents nor guarantees the contents of information, nor does it accept any responsibility for errors, inaccuracies, omissions or any inconsistencies herein. Past performance does not predict future performance, it should not be the main or sole reason for making an investment decision. The value of investments and any income from them can fall as well as rise.

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